The Essentials 

For UHNWIs and HNWIs with UAE-centric or globally diversified wealth, ADGM Foundation setup offers stronger asset protection than traditional trusts. Their status as a separate legal entity, enhanced founder-led governance, perpetual existence, and alignment with a robust common-law framework provide superior legal certainty, bankability, and succession control.  

When legacy matters, structure is everything. For UHNWIs and HNWIs, ADGM Foundation setup offer a smarter, stronger way to protect and grow wealth combining legal certainty, control, and cross-border credibility in one powerful vehicle. 

Let’s explore why ADGM Foundations consistently outperform traditional trusts and what makes them the preferred choice for UHNW and HNW families in the UAE. 

Why ADGM Foundation Setup Are the Modern Choice for Wealth Structuring? 

1. Legal Personality Creates Stronger Asset Ring-Fencing 

The most decisive advantage of an ADGM Foundation lies in its legal personality. 

An ADGM Foundation is an independent legal entity that can own assets, enter into contracts, and sue or be sued in its own name. This distinction is critical. Assets transferred to the foundation cease to be part of the founder’s personal estate and are no longer held through an intermediary relationship. 

A trust, by contrast, is not a legal entity. It is a legal arrangement where assets are held by trustees for beneficiaries. Ownership technically rests with the trustees, which introduces layers of dependency and potential exposure including trustee insolvency risk, disputes, or jurisdictional complications. 

For UHNW and HNW families seeking robust asset insulation, direct ownership by a legally autonomous vehicle provides a cleaner and more defensible protection structure. 

2. Greater Founder Control Without Compromising Asset Protection 

Traditional trusts require founders (settlors) to relinquish significant control to trustees. While fiduciary duties exist, trustees ultimately interpret and execute the trust deed  which can diverge from the founder’s original intent over time, particularly across generations. 

ADGM Foundation formation offer a more balanced model. 

Founders can design governance structures that clearly define: 

• How the Foundation Council is appointed and replaced 

• How decisions are made and supervised 

• How distributions and succession are handled 

The optional appointment of a Guardian adds an additional layer of oversight without shifting control away from the foundation itself. 

This governance-led control model resonates strongly with UHNWIs and HNWIs who want continuity of vision and influence, rather than trustee-centric discretion. 

3. Perpetual Existence Supports Multigenerational Planning 

Many trust structures are subject to time limits, rule-against-perpetuity concerns, or eventual restructuring events depending on the governing law. 

ADGM Foundations can exist in perpetuity. 

This makes them particularly effective for: 

• Long-term family wealth preservation 

• Dynasty planning 

• Holding operating businesses or investment structures across generations 

Perpetual existence ensures that the asset-holding vehicle itself does not become a future risk point requiring restructuring or re-settlement – an important consideration for complex UHNW estates. 

4. Stronger Cross-Border Recognition and Bankability 

In today’s regulatory environment, banks, custodians, and counterparties favor transparent, well-regulated legal entities over opaque or misunderstood arrangements. 

ADGM Foundation setup benefits from: 

• Being established in a globally recognised international financial centre 

• Operating under English common law principles 

• Having clear governance, ownership, and control frameworks 

As a result, ADGM Foundation setup are generally easier to bank, finance, and integrate into international investment structures, which is a material advantage for globally mobile wealth. 

5. Cleaner Liability Isolation 

Once assets are transferred into an ADGM Foundation, they are owned by the foundation, not by the founder, not by council members, and not by beneficiaries. 

This creates a strong legal separation between: 

• Personal liabilities of the founder 

• Claims against beneficiaries 

• Risks associated with operating or investment entities beneath the foundation 

In trust structures, legal ownership by trustees can blur these lines, especially in cross-border disputes or insolvency scenarios. Foundations, by design, offer clearer asset segregation, which strengthens asset protection outcomes. 

6. Succession Certainty and Reduced Inheritance Risk 

ADGM Foundation setup allows succession rules to be embedded directly into the charter and by-laws. This provides clarity on: 

• Who benefits 

• When distributions occur 

• How decision-making evolves over time 

This structural certainty is particularly valuable for families exposed to: 

• Forced heirship regimes 

• Multi-jurisdictional inheritance laws 

• Complex family dynamics 

While trusts can also address succession planning, their effectiveness depends heavily on trustee interpretation and judicial treatment in relevant jurisdictions. Foundations provide a more institutionalized and predictable succession framework. 

7. Privacy With Regulatory Credibility 

Global transparency initiatives have significantly reduced the confidentiality advantages traditionally associated with trusts. 

ADGM Foundation setup strike a more sustainable balance: 

• Founders and beneficiaries are not publicly listed 

• The structure operates within a FATF-aligned, regulated ecosystem 

• Transparency exists where required, without unnecessary public exposure 

For UHNWIs and HNWIs, this combination of discretion and credibility is increasingly essential particularly when interacting with banks, regulators, and international counterparties. 

How MS Can Help with ADGM Foundation Setup? 

MS supports UHNWIs and HNWIs through the end-to-end establishment of ADGM Foundation setup, combining regulatory precision with strategic structuring. From advising on the optimal foundation design and drafting the Charter and By-laws, to managing ADGM registration, governance frameworks, and ongoing compliance, MS ensures the foundation is built to protect assets, preserve control, and support long-term succession objectives. Our multidisciplinary expertise across corporate, tax, and regulatory advisory enables clients to implement an ADGM Foundation that is not only compliant, but purpose-built for sophisticated, cross-border wealth planning. 

The Essentials 

Holding UAE real estate through an SPV set up in ADGM allows investors to ring-fence risk, streamline ownership across multiple properties, and benefit from a tax-efficient structure governed by English common law. Proper compliance and structuring are essential to fully leverage these advantages. 

Investing in the UAE real estate has never been more attractive for international buyers. With Dubai and Abu Dhabi offering modern infrastructure, strong rental yields, and investor-friendly regulations, many UK and US investors are eyeing the market. Yet, cross-border investment brings challenges: tax exposure, legal complexities, and ownership structuring concerns. 

An Abu Dhabi Global Market (ADGM) Special Purpose Vehicle (SPV) can be the solution – offering tax neutrality, legal certainty, and ownership flexibility while aligning with global compliance standards. 

What Is an ADGM SPV? 

An SPV (Special Purpose Vehicle) is a legal entity designed for holding specific assets to ring-fence the liabilities. SPVs in ADGM operate under an English common law framework, providing familiar governance rules for investors from the UK, US, and other common law jurisdictions. 

Key characteristics: 

• Separate legal personality – the SPV itself owns the property, not the individual investor. 

• Passive entity – SPVs do not trade, hire staff, or operate a business outside their designated purpose. 

• Full foreign ownership – 100% foreign ownership is permitted without a local partner requirement. 

• Limited liability – investors’ personal risk is confined to their investment in the SPV. 

Essentially, the SPV set up in ADGM acts as a “container” for real estate assets, simplifying ownership, transfers, and estate planning. 

Why UK & US Investors Should Consider SPV Set Up in ADGM? 

1. Tax-Neutral Ownership 
 
SPV set up in ADGM is structured to be tax-efficient, a major consideration for UK and US investors dealing with complex tax systems. Benefits include: 

• 0% corporate and capital gains tax on qualifying income. 

• No withholding tax on dividends or profit distributions. 

• Eligibility for a UAE Tax Residency Certificate, facilitating access to the UAE’s Double Taxation Avoidance Agreements (DTAs) with multiple jurisdictions. 
   

Example: A UK investor earns rental income from a Abu Dhabi property held via an ADGM SPV. With proper UAE tax residency certification, this income may be exempt from double taxation, provided UK CFC and passive income rules are carefully managed. 
 
Important: Home-country tax compliance is essential. Both the UK and US have rules around controlled foreign companies (CFCs) and passive income that may impact taxation. Professional advice is critical. 
 
2. Streamlined Ownership & Flexibility 
 
ADGM SPVs provide unmatched structural flexibility, particularly for portfolio management and ownership succession: 

• Single vehicle for multiple properties: Investors can consolidate several UAE properties under one SPV, simplifying management and ownership documentation. 

• Share transfers instead of property retitling: Ownership transfers occur through the SPV shares rather than individually retitling each property with the Dubai Land Department or Abu Dhabi Department of Municipalities. This reduces administrative costs and processing time. 

• Estate & succession planning: For family offices, ADGM SPVs allow multiple classes of shares, fractional ownership, and straightforward wealth transfer mechanisms. 

Example: A US family office holds three Dubai properties in one SPV. When one family member wishes to exit, only the SPV shares need to be transferred, not the individual deeds for all properties. 
 
3. Legal Certainty & Risk Management 
 
ADGM operates under English common law, offering a familiar framework for foreign investors, including: 

• Clearly defined corporate governance and shareholder protections. 

• Enforceable contractual and property rights through ADGM Courts. 

• Legal isolation of assets in the SPV, shielding other investments from potential liabilities. 

Practical benefit: If a property faces litigation or financial issues, the SPV structure ensures that liabilities are confined to the specific SPV set up in ADGM, protecting the investor’s broader portfolio. 

SPV Set Up in ADGM and UAE Real Estate Ownership 

Portfolio  consolidation:  Investors can hold multiple properties under one entity.

Financing  opportunities:  Banks are more comfortable lending to structured SPVs than to offshore companies.

Exit  strategies: SPVs facilitate future refinancing, securitization, or sale to co-investors.

Compliance & Considerations 
 
While ADGM SPVs are attractive, investors should be mindful of compliance: 

• Substance requirements: To qualify for tax benefits and treaty access, SPVs may need UAE-based directors or demonstrate decision-making within the UAE. 

• Transparency: Depending on the structure, SPV information may be publicly available, or privacy can be enhanced through a Restricted Scope Company. 

• Home country tax rules: UK and US investors must consider CFC, passive income, and global income reporting rules. 

How MS Supports SPV Set Up in ADGM? 

MS assists investors in setting up and managing ADGM SPVs for UAE real estate holdings. Our support covers structuring advisory, end-to-end incorporation with the ADGM Registration Authority, and assistance with property holding, shareholding arrangements, and ongoing compliance. With strong ADGM expertise, MS ensures that each SPV set up in ADGM is well-structured, compliant, and designed for efficient ownership and future flexibility. 

The Essentials 

Company set up in ADGM require careful attention with regulatory requirements, compliance obligations, and incorporation procedures. Choosing the right licensed Company Service Provider (CSP) is crucial to simplify this journey. A CSP ensures that your company meets all ADGM requirements, handles filings, provides a registered office, and supports governance and statutory compliance.  

So, you’re thinking about setting up a company in ADGM.  

Exciting! But let’s face it – the forms, approvals, and compliance rules can make even the savviest entrepreneur pause.  

That’s why having a reliable Company Service Provider (CSP) is essential. Think of them as your co-pilot, navigating the regulatory maze, handling the paperwork, and keeping your business launch on track.  

With the right partner, starting in ADGM doesn’t have to be complicated – it can be smooth, simple, and downright empowering. 

Understand the Role of a CSP for Company Set Up in ADGM 

A Company Service Provider in ADGM acts as your licensed partner for key corporate functions required under the ADGM regulatory regime: 

• Submission of Incorporation Applications and ongoing filings to the Registrar; 

• Provision of Registered Office Services; 

• Acting as primary point of contact between your company and the ADGM Registration Authority; 

• Sometimes providing nominee services (directors, secretaries, and registered agents), where appropriate.  

ADGM’s CSP framework is carefully regulated to align with international best practices, ensuring that CSPs meet standards for financial robustness, professionalism, and compliance quality.  

Companies that Require a CSP in ADGM 

According to ADGM’s Companies Regulations 2020, a licensed CSP is mandatory for: 

• Exempted and Non-Exempted Special Purpose Vehicles (SPVs): 
  These are commonly used for investment holding, securitization, and structured finance. SPVs are often required to appoint a CSP to ensure regulatory compliance, filings, and governance obligations. 

• Foundations and Private Foundations: 
  ADGM foundations typically need a CSP to act as the registered office and handle statutory obligations, particularly when there are multiple beneficiaries or complex governance structures. 

• Other Companies Opting for Professional Corporate Support: 
  While some standard ADGM companies (like standard Private Companies) may not legally require a CSP, appointing one is recommended for administrative ease, compliance assurance, and professional governance support. 

Ensure the Provider Is Licensed and Fully Compliant 

A fundamental prerequisite is that the CSP must be licensed by the ADGM Registration Authority under activity code 7025 – Company Service Provider.  

ADGM’s own framework mandates that CSPs must meet a range of licensing conditions, including: 

• Minimum professional indemnity insurance; 

• Regulatory capital requirements; 

• Adequate physical and human resources; 

• Annual compliance certification and audits.  

Engaging an unlicensed or non‑compliant CSP can lead to incorporation delays, regulatory breaches, or difficulties meeting filing obligations. Always ask your CSP for evidence of the license and current compliance status – ADGM publishes a public register of licensed CSPs that you can verify.  

Evaluate Experience and Local ADGM Expertise 

Experience within the environment is critical for company set up in ADGM. A provider should: 

• Have hands‑on experience with ADGM registration and compliance procedures; 

• Be familiar with ADGM’s Companies Regulations (2020) and subsequent updates to CSP regime requirements; 

• Understand nuances around exemptions, especially for SPVs and foundations that might qualify for exemption from CSP requirements in certain cases.  

• Providers with deep expertise can anticipate regulatory challenges, proactively manage timelines, and reduce risk. 

Prioritize Strong Regulatory and Compliance Standards 

A top‑tier CSP should demonstrate strong internal compliance governance. This includes: 

• Dedicated compliance staff with experience in AML/CTF (anti‑money laundering / counter‑terrorism financing) frameworks; 

• Robust internal controls and systems for regulatory filings and deadlines; 

• Evidence of effective client account segregation and documentation practices. 

ADGM’s recent oversight activity emphasizes that CSPs must meet these obligations not just at licensing stage but on an ongoing basis, reinforcing their role as gatekeepers of the ADGM business ecosystem.  

Assess Communication, Responsiveness, and Support 

Company set up in ADGM and maintaining compliance in a regulated jurisdiction requires ongoing interaction with your CSP. Assess: 

• Responsiveness and clarity of communication; 

• willingness to explain processes and obligations in non‑technical terms; 

• Provision of structured timelines and calendars for filings and renewals; 

Compare Pricing and Service Transparency 

Costing can vary widely among CSPs, but transparency is key. Avoid arrangements where core services are bundled with hidden costs. Instead: 

• Request detailed fee breakdowns (set‑up, annual filings, registered office fees, nominee services, etc.); 

• Clarify what is included and what will be additional; 

• For company set up in ADGM, compare at least three providers to understand market norms. 

A provider with opaque pricing may signal administrative or contractual issues ahead. 

Reputation, References & Peer Validation 

Reputation is a strong indicator of reliability. To gauge this: 

• Ask for client references, particularly for similar business types and complexity; 

• Search for feedback from other founders or advisors who have worked with the CSP; 

• Look for testimonials that emphasize integrity, timeliness, and proactive advice. 

Company Set Up in ADGM: Strategic Selection for Long‑Term Success 

• Smooth incorporation and regulatory filings 

• Ongoing compliance with evolving ADGM and UAE regulations 

• Operational continuity through accurate governance support 

• Peace of mind with clear communication and transparent pricing 

By prioritizing licensing, experience, regulatory expertise, strong compliance frameworks, transparent pricing, and proven reputation, you position your ADGM entity for long‑term success in a competitive global market. 

Company Set Up in ADGM with Confidence: How MS Acts as a CSP? 

IsAs a licensed Company Service Provider (CSP) in ADGM, MS stands out as a trusted partner for businesses seeking a seamless company set up in ADGM and ongoing compliance in Abu Dhabi’s premier financial hub. Leveraging over eight years of experience in the UAE, MS provides corporate services – from incorporation and registered office solutions to regulatory filings and governance support. Our deep understanding of ADGM’s regulatory framework, combined with a proactive approach to compliance, ensures that clients can focus on growing their business with confidence. With MS as your CSP, you gain strategic partner committed to facilitating smooth operations, timely compliance, and long-term success in the ADGM ecosystem. 

ADGM licenses are structured to support a wide range of financial and professional activities, ensuring businesses operate within a clear regulatory framework. From banks and market makers to asset managers, advisors, and Islamic finance entities, each license category comes with specific capital requirements and permitted activities. Understanding these categories provides company setup in ADGM with insight into the scope of operations, compliance expectations, and the opportunities available within Abu Dhabi Global Market’s dynamic and well-regulated ecosystem. 

Company Setup in ADGM: Key License Categories for Financial and Advisory Businesses 

Category 1 License: Banks 

The Category 1 License is designed for banks with a minimum capital requirement of US$10 million. This license covers activities such as: 

• Accepting deposits 

• Managing Payment Service and Investment Accounts (PSIA) 

This license is ideal for institutions aiming to operate as full-scale banks within ADGM, offering financial products and services under strict regulatory supervision. 

Category 2 License: Market Makers and Credit Providers 

Category 2 License targets market makers and credit providers, with a minimum capital of US$2 million. Key activities include: 

• Trading as a principal 

• Extending credit 

This license suits businesses involved in trading and credit provision while ensuring compliance with ADGM’s robust regulatory framework. 

Category 3 Licenses: Brokerage, Custodians, and Asset/Fund Managers 

ADGM provides specialized Category 3 licenses tailored for various investment activities: 

• 3A License (Brokerage) – Minimum capital US$500,000. Activities include dealing in investments on a matched principal basis or acting as an agent. 

• 3B License (Custodians) – Minimum capital US$4 million. Activities include providing custody services for funds and acting as a trustee. 

• 3C License (Asset and Fund Managers) – Minimum capital US$250,000. Activities include managing assets, overseeing collective investment funds, custodial services, and trust services. 

These licenses cater to companies involved in investment management, fund operations, and brokerage services, providing flexibility while adhering to regulatory standards. 

Category 4 License: Investment and Insurance Advisors 

The Category 4 License is designed for investment and insurance advisors, requiring a minimum capital of US$10,000. Permitted activities include: 

• Organizing investment deals

• Providing credit advice and financial product advice 

• Custody services 

• Insurance intermediation 

• Operating platforms such as crowdfunding 

This license is ideal for smaller advisory firms or fintech startups offering investment or insurance-related services.

Category 5 License: Islamic Finance 

The Category 5 License caters to Islamic finance businesses, with a minimum capital requirement of US$10 million. Activities include operating an Islamic finance business, compliant with Sharia law. This license supports institutions seeking to tap into the growing demand for Sharia-compliant financial services.

How MS Can Help You with Company Setup in ADGM? 

Selecting the right ADGM license is crucial for company setup in ADGM. At MS, we collaborate with licensed local partners to guide businesses through the process, from assessing your activities to recommending the ideal license category. We coordinate approvals, manage documentation, and provide guidance on corporate governance and ongoing compliance. Our strategic advisory ensures your ADGM setup aligns with long-term business goals, allowing you to focus on growth while we handle the regulatory and procedural complexities efficiently.

Abu Dhabi Global Market (ADGM) has rapidly emerged as a premium destination for businesses looking to establish a presence in the UAE. With a unique combination of transparent regulations, international-standard legal frameworks, and strategic regional access, ADGM offers companies a secure and growth-oriented environment. Whether you are a startup, a fintech innovator, or a multinational corporation, ADGM company setup provides not only a credible UAE presence but also a platform to expand across the Middle East, Africa, and Asia. 

Key Advantages of Company Setup in ADGM 

1. Transparent Legal and Regulatory Environment 

ADGM operates under English common law, providing a clear and predictable framework for businesses. This means companies benefit from: 

• Reliable contract enforcement 

• Efficient dispute resolution 

• Enhanced investor confidence 

For international businesses, this legal transparency reduces risk, making ADGM a preferred choice for cross-border operations and long-term investments. 

2. Flexible Company Structures and Ownership 

ADGM allows 100% foreign ownership, giving investors complete control over their business. Companies can choose from multiple structures, such as: 

• Private companies 

• Holding companies 

• Special purpose vehicles (SPVs) 

This flexibility helps businesses tailor their setup to suit operational goals, investor needs, and strategic growth plans. The process of ADGM company setup is streamlined, allowing companies to start operations quickly without bureaucratic delays. 

3. Ideal for Specialized Sectors 

ADGM is particularly attractive for financial services, fintech, asset management, and professional services. The jurisdiction offers: 

• Sector-specific licensing 

• Integrated banking, legal, and advisory support 

• Tax-efficient structures compliant with UAE regulations 

These advantages create a conducive environment for innovation, investment, and sustainable growth. 

4. Strategic Location and Regional Reach 

Situated in the heart of Abu Dhabi, ADGM offers companies access to regional markets in the Middle East, Africa, and Asia. Businesses can leverage this location for: 

• Cross-border trade and partnerships 

• Access to international capital 

• Networking and innovation opportunities 

Startups and tech innovators benefit from dedicated programs, investor networks, and funding opportunities, making ADGM an ecosystem that encourages growth and collaboration. 

5. Simplified Incorporation and Ongoing Support 

Setting up a company in ADGM is straightforward, but ensuring smooth operations requires attention to detail. Companies need to consider: 

• Choosing the right legal entity and license type 

• Meeting corporate governance standards 

• Staying compliant with regulatory requirements 

ADGM’s ecosystem is designed to support businesses throughout their journey, from incorporation to day-to-day operations. With the right advisory partners, companies can navigate approvals, compliance filings, and ongoing regulatory updates efficiently, allowing founders to focus on growing their business rather than administrative hurdles. 

How MS Can Help You with Company Setup in ADGM? 

Setting up a company in ADGM can be a smooth and efficient process when guided by the right expertise. At MS, we work closely with licensed local partners to provide end-to-end advisory support, ensuring your incorporation journey is seamless and compliant. 

We assist in choosing the most suitable company type and license, helping you align your structure with your business goals and long-term strategy. Through our network of partners, we coordinate the entire approval and registration process, saving you time and reducing administrative challenges. 

Beyond company setup in ADGM, we also provide guidance on corporate governance, regulatory compliance, and ongoing operational requirements, so your company remains fully aligned with ADGM rules from day one. By leveraging our advisory expertise and trusted partnerships, we ensure your focus remains on business growth, strategic expansion, and regional opportunities, rather than paperwork or procedural hurdles. 

In recent years, Abu Dhabi Global Market (ADGM) has solidified its position as one of the UAE’s leading international financial centres – a hub designed for innovation, growth, and global connectivity. Located on Al Maryah Island, ADGM operates as an independent jurisdiction with its own civil and commercial laws based on English Common Law, making it one of the most reliable and transparent environments for investors and businesses alike. 

Whether you’re a multinational expanding into the Middle East, a family office structuring regional assets, or an entrepreneur seeking a stable and tax-efficient base, company formation in ADGM provides a unique opportunity to access a globally recognized regulatory ecosystem. 

Why Choose ADGM for Company Formation? 

1. Internationally Recognized Legal Framework 
ADGM’s legal system is founded on English Common Law – a major differentiator that ensures legal clarity, fairness, and consistency. This framework attracts businesses and investors seeking global alignment and a predictable environment for dispute resolution. 

2. 100% Foreign Ownership and Profit Repatriation 
ADGM allows full foreign ownership of companies, enabling complete control over operations and profits. Investors can also repatriate capital and earnings without restrictions – a critical factor for global enterprises and family offices managing international assets. 

3. Tax-Efficient Environment 
Companies in ADGM enjoy 0% personal and capital gains tax. Additionally, qualifying businesses can benefit from UAE’s 0% corporate tax regime applicable to free zone entities that meet specific requirements, offering long-term fiscal advantages. 

4. World-Class Regulatory Oversight 
ADGM’s Financial Services Regulatory Authority (FSRA) maintains a robust yet business-friendly regulatory environment. The FSRA’s framework supports innovation while ensuring high standards of compliance, particularly for financial, fintech, and professional services firms. 

5. Strategic Global Access 
Situated in Abu Dhabi, ADGM connects investors to regional and international markets. Its proximity to global institutions and sovereign investors makes it an ideal hub for raising capital, managing funds, and structuring cross-border operations. 

Company Formation in ADGM: Choosing the Right Structure Matters 

ADGM offers flexibility in entity structures, catering to diverse business needs. Common types include: 

• Private Limited Companies – ideal for commercial and professional services. 

• Holding Companies – commonly used for asset management and investment consolidation. 

• Special Purpose Vehicles (SPVs) – designed for structured finance and investment holding. 

• Foundations – used for wealth preservation and succession planning. 

• Fund and Investment Managers – regulated entities under FSRA supervision. 

Each entity type comes with specific benefits, governance requirements, and licensing conditions, making it essential to have the right guidance during the setup phase. 

How MS Facilitates Company Formation in ADGM? 

At MS, we specialize in simplifying the company formation in ADGM process through our collaboration with trusted partners within the jurisdiction. Our role is to ensure that your entity is structured efficiently, compliant with ADGM regulations, and aligned with your broader business objectives. 

Our support covers: 

Advisory on selecting the most suitable legal structure (SPV, holding company, foundation, etc.) 

• Guidance on ownership, shareholding, and control structures 

• Coordination with partners for document preparation and submission 

• Assistance in meeting ADGM’s regulatory, compliance, and ongoing reporting obligations 

• Post-setup support, including business licensing and governance advisory 

By partnering with MS, you gain a single point of contact backed by a network of experienced ADGM specialists, ensuring that your company formation in ADGM is smooth, efficient, and strategically aligned. 

For businesses looking to expand into the Middle East, ADGM company formation offers an attractive blend of regulatory clarity, strategic location, and operational flexibility. Abu Dhabi Global Market (ADGM) has become a go-to jurisdiction for investors, family offices, and professional service firms seeking credibility, efficiency, and access to international markets. 

Beyond simply establishing a legal entity, ADGM company formation provides a framework to structure operations, manage cross-border investments, and navigate compliance requirements with ease – ll while enjoying the advantages of a tax-efficient and globally recognized financial hub. 

Key Considerations for ADGM Company Formation 

When planning ADGM company formation, businesses need to assess several factors: 

1. Purpose of the Entity 
Your business objectives will influence the entity type. Whether the goal is investment consolidation, fund management, or operational expansion, selecting the right structure is critical. 

2. Regulatory Compliance 
ADGM operates under English Common Law, and regulated entities may fall under the Financial Services Regulatory Authority (FSRA). Understanding licensing, reporting, and governance obligations ensures smooth operations. 

3. Ownership and Control 
ADGM allows full foreign ownership, but shareholding structures must comply with both regulatory and strategic considerations. Careful planning helps avoid governance or operational bottlenecks. 

4. Licensing Requirements 
Different activities require specific licenses, from commercial and professional services to financial services. Proper guidance helps businesses select and obtain the correct license efficiently. 

Start Your ADGM Company Formation with Confidence 

Establishing your business in ADGM  is a strategic step toward regional growth, regulatory credibility, and access to international markets. With MS guiding your ADGM company formation through trusted partners, you can focus on scaling your operations while we handle the complexities of structure, compliance, and setup. 

Take the first step toward your ADGM journey today with MS and our expert partner network. 

The Essentials

Maintaining ADGM QFZP status is key to enjoying a 0% corporate tax rate, but it comes with strict compliance requirements. Audited financial statements play a central role in this process, providing proof of qualifying activities, and adherence to both ADGM and UAE tax regulations. Timely preparation, independent auditing, and accurate filing are essential to avoid losing the tax benefit and incurring penalties.

In ADGM, 0% corporate tax is earned, documented, and verified. For companies holding QFZP status, the key to keeping that advantage lies in audited financial statements.

These are evidence that your business is real, your activities qualify, and your company meets both ADGM and UAE tax standards. Miss the audit, and the benefits vanish, leaving your company exposed to standard corporate tax and penalties.

Let’s break down why audited financial statements are the backbone of ADGM QFZP status and how they safeguard your tax position while reinforcing corporate credibility.

Regulatory Framework for QFZP Audits

Under the UAE Corporate Tax regime and ADGM requirements, all entities electing ADGM QFZP status must produce audited financial statements in compliance with International Financial Reporting Standards (IFRS), regardless of their size or revenue levels.

Key regulations include:

• Ministerial Decision No. 84 of 2025
• ADGM guidance issued in August 2025

These mandates require all taxable persons, including QFZPs, to prepare audited financial statements for each tax period starting 1 January 2025. Audits must be conducted by ADGM-registered auditors, ensuring alignment between ADGM filings and Federal Tax Authority (FTA) corporate tax obligations.

Link Between Audited Financial Statements and ADGM QFZP Status

Audited financial statements are not merely a procedural formality – they are central to maintaining QFZP eligibility. To retain the 0% corporate tax rate, an ADGM entity must:

• Conduct qualifying activities under Cabinet Decision No. 139 of 2023, avoiding excluded or non-qualifying activities.
• Stay below the de minimis threshold for non-qualifying income.
• Prepare and maintain IFRS-compliant audited financial statements annually.

Failure to comply with any of these conditions, particularly the audit requirement, results in automatic loss of QFZP status, exposing the entity to the standard 9% corporate tax rate and potentially backdated tax liabilities.

ADGM QFZP Status: Filing and Compliance Deadlines

ADGM has specified clear deadlines for filing audited financial statements. Filings must satisfy both:

• ADGM Registration Authority requirements (Companies Regulations 2020, Part 9)
• UAE Corporate Tax Law obligations (Federal Decree-Law No. 47 of 2022 and related decisions)

A limited “no-action” relief is available only for the first fiscal period where an audit is required solely for corporate tax purposes. Beyond this, audits are strictly mandatory and non-compliance is not tolerated.

Practical Importance of Audited Financial Statements

Audited financial statements serve multiple tax-related purposes, reinforcing both compliance and transparency:

• Substantiating QFZP eligibility: Confirms that income qualifies for the 0% tax rate.
• Supporting transfer pricing and related-party disclosures: Offers reliable data for regulatory filings and tax reporting.
• Protecting directors and management: Reduces the risk of penalties, fines, and reputational damage.

In short, these audits are critical tool for tax planning, risk management, and regulatory compliance.

Consequences of Non-Compliance

Neglecting the audit requirement can have serious consequences:

• Automatic loss of ADGM QFZP status, removing access to the 0% corporate tax rate.
• Exposure to 9% corporate tax on all income for the current and prior periods.
• Potential penalties under ADGM and Federal Tax Authority regulations.
• Reputational damage that may affect licensing and investor confidence.

Maintaining QFZP status is therefore inseparable from maintaining robust, audited financial statements.

How MS Can Help Earn and Maintain ADGM QFZP Status?

Maintaining ADGM QFZP status requires precise compliance, accurate financial reporting, and timely filings. MS helps businesses go through this process by preparing IFRS-compliant audited financial statements, coordinating with ADGM-approved auditors, and ensuring all submissions meet both ADGM and the UAE corporate tax requirements. Beyond audits, we provide expert guidance on qualifying activities, and related-party transactions, helping your company retain the 0% corporate tax advantage while minimizing regulatory risk. With MS’s support, ADGM entities can achieve compliance efficiently and focus on strategic growth and operational excellence.

The Essentials

The Abu Dhabi Global Market (ADGM) is redefining AML supervision through AI, advanced analytics, and supervisory technology (SupTech), shifting from reactive compliance to a proactive, intelligence-driven model. This transformation extends to virtual assets, staking frameworks, and cybersecurity integration, ensuring innovation is paired with robust oversight. The FSRA’s functional and data-driven approach strengthens ADGM AML compliance, enabling early detection of illicit financial activity, enhancing reporting accuracy, and supporting regulated entities in navigating evolving risks. Firms can leverage expert guidance and MLRO services to maintain operational integrity and align with ADGM’s forward-looking regulatory standards.

As finance becomes increasingly digital and borderless, regulators face the challenge of keeping pace with innovation while safeguarding integrity. The Abu Dhabi Global Market (ADGM) has emerged as a pioneer in this space, transforming ADGM AML compliance through artificial intelligence, advanced analytics, and supervisory technology (SupTech).

By leveraging real-time transaction monitoring, predictive modeling, and machine-learning-based risk assessment, ADGM’s Financial Services Regulatory Authority (FSRA) has shifted from traditional, reactive compliance to a proactive and intelligence-driven regulatory model. This transformation extends beyond conventional finance, encompassing virtual assets, staking frameworks, and cybersecurity integration, ensuring that innovation is matched with robust oversight.

A Digital Transformation in ADGM AML Compliance

ADGM’s adoption of AI-enabled tools, analytics, and supervisory technology (SupTech) has redefined AML supervision. The FSRA employs real-time transaction monitoring, predictive modeling, and machine-learning-based risk scoring, enabling the early identification of illicit financial behavior. These systems reduce false positives, automate compliance reporting, and enhance operational efficiency for institutions operating in the jurisdiction.

By embedding data analytics across regulated entities, ADGM has created an interconnected monitoring network capable of identifying patterns across both traditional and digital financial channels. This approach signals a shift from reactive compliance to proactive detection, aligning with the UAE’s broader agenda of reinforcing its reputation as a clean, innovation-driven financial hub.

Virtual Asset Oversight: A Functional Approach

The FSRA’s Virtual Asset Regulations and accompanying “Guiding Principles” emphasize responsible digital asset innovation while maintaining stringent ADGM AML compliance. A key principle requires firms to avoid any virtual asset transaction where a counterparty’s identity cannot be fully verified, directly addressing anonymity risks inherent in blockchain-based operations.

ADGM’s functional regulatory approach focuses on the economic activity performed, rather than simply the technological form or token classification. This ensures that firms offering novel virtual asset services remain within the regulatory scope, providing visibility over emerging business models and associated AML risks.

The 2025 Virtual Asset Staking Framework

In Consultation Paper No. 10 of 2025, the FSRA introduced a tailored regulatory perimeter for virtual asset staking, clarifying ADGM AML compliance triggers:

• Regulatory activation: Oversight applies when authorised persons hold or control assets for staking on behalf of clients.
• Custodial obligations: Custodians must obtain client consent for staking, and discretionary staking requires a Financial Services Permission (FSP) to manage assets.
• Exemptions: Solo staking, where individuals stake their own assets without intermediation, remains outside regulatory scope.
• Focus: Activities like liquidity mining or yield farming remain unregulated, narrowing AML oversight to staking within proof-of-stake blockchains.

This functional delineation ensures that AML controls target risk-bearing intermediaries rather than individual users, making compliance proportional to exposure.

ADGM AML Compliance: Integration of SupTech and Cyber Oversight

ADGM’s 2025 Cyber Risk Management Framework integrates AML supervision with cybersecurity resilience, reinforcing ADGM AML compliance across regulated entities.. Regulated entities are required to implement real-time data integrity checks, encrypted KYC processes, and adaptive incident reporting. These measures help defend against crypto-related cyber crimes such as ransomware payments or blockchain bridge exploits that can facilitate money laundering.

SupTech platforms consolidate blockchain transaction data with cross-border intelligence, enabling pattern recognition and jurisdictional collaboration. This harmonized data ecosystem ensures traceability across fiat and virtual asset conduits, a critical capability for detecting layering and obfuscation tactics common in crypto laundering schemes.

Strategic Implications for Regulated Firms

The convergence of technology and virtual asset regulation in ADGM presents both opportunities and compliance responsibilities:

• Enhanced reporting accuracy: AI-driven AML screening aligns internal risk models with FSRA analytics.
• Cross-sector collaboration: Firms are encouraged to participate in ADGM’s Financial Crime Prevention program to ensure transparency and intelligence sharing.
• Future-proofing business models: Early compliance with staking and virtual asset obligations positions firms for leadership in the rapidly evolving digital finance ecosystem.

How MS Can Help in ADGM AML Compliance?

At MS, we help ADGM-regulated entities strengthen their AML frameworks and provide outsourced MLRO solutions to meet evolving supervisory expectations with confidence.

Our team works closely with firms to design and implement robust AML policies, establish risk-based controls, and align compliance systems with ADGM’s AI-driven supervisory standards. Through our MLRO services, we ensure your organisation has experienced leadership in overseeing compliance, managing reporting obligations, and responding efficiently to FSRA assessments.